Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("you", "Customer") and Accent Infotech Limited, a company incorporated in New Zealand with registered office at 3/84A Wallace Road, Papatoetoe, Auckland, New Zealand ("AllSale", "we", "us") governing your use of the AllSale GEO AI platform, websites, APIs, and related services (collectively, the "Service"). By creating an account, accessing, or using the Service, you accept these Terms in full.

1. The Service

AllSale GEO AI is a software-as-a-service platform for local-SEO and reputation management. Features include (but are not limited to) Google Business Profile insights, AI-assisted review responses, scheduled social-media publishing, citation monitoring, and reseller/white-label tooling. Specific features available to you depend on your subscription tier and may evolve over time.

2. Account & Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract. You agree to provide accurate registration information and to keep it current. You are solely responsible for safeguarding your credentials and for all activity that occurs under your account.

If you create an account on behalf of a company or other entity, you represent that you have the authority to bind that entity to these Terms.

3. Subscription, Fees & Billing

3.1 Plans

The Service is offered on subscription tiers (e.g., Trial, Starter, Growth, Enterprise) at the prices shown on our pricing page or in your order form. Prices are quoted in U.S. dollars unless otherwise specified and exclude any applicable sales tax, VAT, or withholding tax, which you are responsible for paying.

3.2 Billing & Payment Processor

Subscriptions are billed in advance on a monthly or annual cycle through our payment processor, Stripe, Inc. ("Stripe"). By submitting payment information you authorize us (and our payment processor) to charge the applicable fees to your selected payment method on each renewal date. Stripe's terms apply to the payment portion of the Service; see stripe.com/legal.

3.3 Auto-Renewal

Subscriptions renew automatically for successive periods equal to the original term until cancelled. You can cancel auto-renewal at any time from your account settings; cancellation takes effect at the end of the then-current billing period.

3.4 Failed Payments

If a charge fails we may retry the payment, restrict access to paid features, and ultimately suspend or terminate the account if the balance remains unpaid for more than fourteen (14) days after the original due date.

3.5 Taxes

You are responsible for all taxes associated with your purchase, except for taxes based on AllSale's net income.

4. Refunds & Cancellation

Unless required by applicable law (for example, the EU consumer right-of-withdrawal, where applicable), all fees are non-refundable. We do not provide refunds for partial billing periods, unused features, or downgrade requests. If you believe a charge was made in error, contact us within thirty (30) days at billing@allsalegeo.com.

Where you have a statutory right of withdrawal (e.g., EU/UK consumers within 14 days of first purchase), you waive that right with respect to digital content that begins delivering as soon as you complete checkout, to the extent permitted by law.

5. Reseller / White-Label Use

If you have signed up as a reseller (or have been issued reseller credentials), additional terms in the Reseller Agreement apply and form part of these Terms. In the event of a conflict between these Terms and the Reseller Agreement, the Reseller Agreement controls with respect to reseller-specific subject matter.

6. Acceptable Use

You agree not to (and not to allow any third party to):

• use the Service to violate any law, regulation, third-party right, or industry rule (including the publication policies of Google, Meta, TikTok, or any other connected platform);
• publish, store, or transmit content that is unlawful, infringing, defamatory, fraudulent, deceptive, sexually explicit, hateful, or that depicts or facilitates self-harm or violence;
• send spam, unsolicited messages, or content that violates the CAN-SPAM Act, TCPA, GDPR e-Privacy rules, or similar laws;
• reverse-engineer, decompile, scrape, or otherwise attempt to derive the source code or non-public APIs of the Service except as permitted by mandatory law;
• use the Service to build a competing product;
• impersonate any person or business, or misrepresent your affiliation with any person or business;
• upload viruses, malware, or otherwise attempt to disrupt or compromise the Service;
• resell, sublicense, or commercially exploit the Service except under a valid reseller agreement; or
• circumvent any usage limits, rate limits, or security measures.

We may investigate suspected violations and take action including content removal, account suspension, or termination, with or without notice.

7. Artificial Intelligence Disclosures

The Service uses third-party large-language-model providers (currently OpenAI and Google Gemini, subject to change) to generate suggestions, drafts, summaries, and automated responses. You acknowledge that:

• AI-generated content may be inaccurate, incomplete, biased, or otherwise unsuitable for your use case;
• you are solely responsible for reviewing, editing, and approving any AI output before publishing, sending, or otherwise relying on it;
• AllSale does not warrant that AI outputs are factually correct, legally compliant, or fit for any particular purpose;
• prompts and reference data you submit may be transmitted to AI sub-processors for processing and may be retained briefly for abuse-prevention purposes under their terms;
• you must not use the AI features to generate content that is illegal, deceptive, defamatory, or that infringes another party's rights.

7.1 Third-Party Platform Compliance. AI-generated content you choose to publish through the Service to any third-party platform (including Google Business Profile, Facebook, Instagram, TikTok, or WhatsApp) is subject to that platform's own content policies. You are solely responsible for reviewing AI output for accuracy and compliance before publication. AllSale disclaims all liability for AI hallucinations, factual inaccuracies, or content that violates any third-party platform's terms of service or community guidelines.

See the Privacy Policy for details about AI data handling.

8. Third-Party Integrations

The Service connects to third-party platforms (e.g., Google Business Profile, Meta, TikTok, Stripe). Your use of any third-party platform is subject to that platform's terms. We are not responsible for changes, outages, restrictions, account actions, or data loss caused by third-party platforms.

8.1 API Dependencies. Core Service functionality depends on third-party APIs (including Google, Meta, Stripe, OpenAI, and Google Gemini). API deprecations, rate-limit changes, pricing changes, or partner-platform policy changes may temporarily or permanently affect Service features, in whole or in part. AllSale is not liable for any damages, lost profits, or lost data arising from third-party API changes, deprecations, or outages that are outside our reasonable control.

8.2 Provider Substitution. AllSale reserves the right to substitute AI providers and other sub-processors listed in DPA Annex 3 at any time, provided that AllSale gives at least thirty (30) days' prior notice (by email or by updating the published sub-processor list) and that any replacement provider offers materially equivalent security, privacy, and data-protection safeguards.

9. Your Content & Data

You retain all rights, title, and interest in the data, files, business information, photos, prompts, reviews, and other content you submit to the Service ("Customer Content"). You grant AllSale a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify (only as required to operate the Service), and create derived analytical insights from Customer Content, solely to provide and improve the Service for you.

9.1 Ownership Separation. You own all Customer Content. AllSale owns all platform code, user-interface designs, AI prompt libraries, aggregated and de-identified analytics, and infrastructure. Nothing in these Terms transfers ownership of AllSale's intellectual property to you, or ownership of Customer Content to AllSale.

9.2 Data Export on Termination. Following account termination for any reason, you may request an export of your Customer Content in a portable format by emailing support@allsalegeo.com within thirty (30) days of the termination date. After ninety (90) days from the termination date, Customer Content is permanently deleted from active systems, subject only to routine backup retention and any legal-hold obligations.

9.3 Location Ownership. Customer represents and warrants that it owns or has authorised control over each business location (including each Google Business Profile, Meta business account, or other connected platform account) that it adds to the Service. If two or more parties claim ownership or authorised control of the same location, AllSale may (in its reasonable discretion and without liability) suspend access to the disputed location, transfer control to the party providing the more credible evidence of ownership, or require the parties to resolve the dispute between themselves before restoring access. AllSale is not obliged to adjudicate ownership disputes and does not accept liability for its good-faith decisions in relation to disputed locations.

Personal data within Customer Content is processed under the Data Processing Addendum and the Privacy Policy.

10. Intellectual Property

The Service, including all underlying software, models, interfaces, documentation, trademarks, and brand elements, is owned by AllSale or its licensors and is protected by intellectual-property laws. Except for the limited licence to use the Service under these Terms, no rights are granted to you.

If you provide feedback or suggestions, you grant AllSale a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without attribution.

11. Confidentiality

Each party agrees to protect the other's non-public business, technical, and commercial information ("Confidential Information") with at least the same degree of care it uses for its own (and no less than reasonable care), and to use Confidential Information only as necessary to perform under these Terms. This obligation survives termination for three (3) years, except for trade secrets, which survive for as long as they remain trade secrets under applicable law.

12. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, OR NON-INFRINGEMENT. ALLSALE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR SEO, RANKING, REVENUE, OR REVIEW OUTCOME WILL BE ACHIEVED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ALLSALE OR ITS SUPPLIERS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR ANTICIPATED SAVINGS; OR
• BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE SERVICES,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALLSALE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO ALLSALE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).

The limitations in this section do not apply to (i) your payment obligations, (ii) either party's indemnification obligations, (iii) breach of confidentiality, or (iv) liability that cannot be excluded under applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless AllSale and its officers, directors, employees, and agents from any third-party claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or related to (a) your Customer Content, (b) your use of the Service in violation of these Terms or any law, or (c) your products or services delivered to your own end customers (including via reseller use).

15. Suspension & Termination

You may terminate your account at any time by cancelling your subscription and emailing support@allsalegeo.com. We may suspend or terminate your account (a) for material breach not cured within fifteen (15) days of notice, (b) immediately for legal, security, or acceptable-use violations, or (c) if your payment method fails and is not remedied as described in section 3.4.

Upon termination your right to use the Service ends immediately. We will make a reasonable effort to make your Customer Content available for export for thirty (30) days, after which we may delete it.

16. Changes to the Terms

We may modify these Terms by posting an updated version with a new effective date. Material changes will be announced by email or in-app notice at least thirty (30) days before they take effect, except where changes are required to comply with law, in which case they may take effect sooner. Continued use of the Service after the effective date constitutes acceptance.

17. Governing Law & Disputes

These Terms are governed by the laws of New Zealand, excluding its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the courts of Auckland, New Zealand for any dispute arising out of or in connection with these Terms.

17.1 Electronic Acceptance

The parties agree that these Terms, the Privacy Policy, the DPA, and the Reseller Agreement (where applicable) may be accepted electronically and shall be enforceable in accordance with the New Zealand Electronic Transactions Act 2002 and equivalent legislation in the Customer's jurisdiction. Customer's act of creating an account, clicking an "I accept" control, or otherwise using the Service constitutes valid electronic signature.

18. General

Entire Agreement. These Terms, the Privacy Policy, the DPA, and any order form together constitute the entire agreement between the parties and supersede all prior agreements on the subject.

Severability. If any provision is held unenforceable, the remaining provisions remain in force.

No Waiver. Failure to enforce a provision is not a waiver of future enforcement.

Assignment. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control.

Independent Contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or employment relationship.

Export. You agree to comply with all applicable export-control laws.

19. Contact